Nicole Onetto
Bolt BiotherapeuticsAbout Nicole Onetto
Independent director with 30+ years in oncology development and translational research. She has served on Bolt Biotherapeutics’ board since December 2021 and is age 72. Education: B.A., University of Paris; M.Sc. in Pharmacology, Université de Montréal; M.D. and Hematology-Oncology Certificate, University of Paris. Current external role: director at Basilea Pharmaceutica AG; prior public board: Viracta Therapeutics (formerly Sunesis) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent consultancy (oncology/drug development) | Independent consultant | Since Jun 2016 | Advises on oncology drug development and translational research |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Basilea Pharmaceutica AG | Director | Current | Public company director role disclosed in proxy |
| Viracta Therapeutics, Inc. (formerly Sunesis Pharmaceuticals, Inc.) | Director | Prior | Prior public board; relevant network tie to Bolt CFO (ex-Sunesis CFO) |
Board Governance
- Independence: Board affirmatively determined Dr. Onetto is independent under Nasdaq standards .
- Current committees: Nominating & Corporate Governance Committee (member; committee composed of Laura Berner (Chair) and Nicole Onetto, effective May 1, 2025) .
- Prior roles: Research & Development Committee Chair in 2023; the R&D committee was dissolved in June 2024 as part of pipeline prioritization .
- Attendance: In 2024, all directors except one (Mr. Lee) attended at least 75% of combined Board and committee meetings—implying Onetto met the 75% threshold .
- Board leadership: Independent, non-executive Chair (Brian O’Callaghan) since May 2024; separation from CEO enhances independent oversight .
- Hedging/pledging: Company policy prohibits hedging, margin purchases, and pledging by directors and others .
- Family relationships: None among directors/executives .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 42,000 | 5,000 | “All Other” reflects compensation for chairing the Development Advisory Board, which is paid at a $10,000 annual rate; $5,000 recognized in 2024 . |
Director compensation policy (non-employee):
- Annual board retainer $35,000; Board Chair retainer $65,000 (in lieu of standard retainer) .
- Additional annual committee retainers (Chair/Member): Audit $15,000/$7,500; Compensation $10,000/$5,000; Nominating & Corporate Governance $8,000/$4,000; R&D $10,000/$5,000 (R&D committee dissolved June 2024) .
- Cash paid quarterly, pro-rated for service; immediate vesting of director equity upon change in control .
YoY context:
| Year | Cash ($) | Option Grant Fair Value ($) | Total ($) |
|---|---|---|---|
| 2023 | 45,000 | 30,590 | 75,590 |
| 2024 | 42,000 | 13,402 | 60,402 |
Performance Compensation
| Grant/Metric | Detail |
|---|---|
| 2024 Annual Director Option | Option to purchase 22,000 shares granted on 2024 Annual Meeting date (June 12, 2024) at $0.7682 strike; grant-date fair value (ASC 718) $13,402; vests on the one-year anniversary or immediately prior to the next annual meeting . |
| Equity Award Terms | 10-year term; exercise price = Nasdaq closing price on grant date; director equity accelerates to fully vested upon a change in control (service through the date required) . |
No performance-based (TSR, EBITDA, ESG) metrics are used for director compensation; director equity is time-based per policy .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| External boards | Basilea Pharmaceutica AG (current); Viracta Therapeutics (prior) . |
| Network interlock | Bolt’s CEO/CFO William P. Quinn previously served as CFO at Sunesis (acquired by Viracta), where Dr. Onetto previously served as a director—indicative of network ties but not flagged as a related-party transaction -. |
Expertise & Qualifications
- Clinical development and translational research expertise; oncology focus .
- Advanced medical and pharmacology training (M.D.; Hematology-Oncology Certificate; M.Sc. Pharmacology) .
- Board experience across U.S. and international biopharma (Basilea, Viracta) .
Equity Ownership
| As-of Date | Beneficial Ownership | Percent of Outstanding | Composition |
|---|---|---|---|
| Mar 31, 2025 | 112,227 shares (exercisable within 60 days via options) (11) | <1% | Comprised of vested options (exercisable within 60 days) (11) |
| Dec 31, 2024 | 134,227 options held (total options, vested/unvested not split) (5) | n/a | Aggregate director option holdings snapshot (5) |
Policy alignment and risk controls:
- Hedging, margin, and pledging of company stock prohibited for directors .
- Director equity accelerates upon change in control (alignment in sale scenarios) .
Governance Assessment
- Board effectiveness: Onetto brings deep oncology development expertise and currently serves on Nominating & Corporate Governance—aligned with board refreshment/succession oversight; independence affirmed by the board .
- Attendance/engagement: Met the ≥75% attendance threshold in 2024 (only one director fell below, not Onetto) .
- Compensation/ownership alignment: 2024 mix skewed to cash ($42,000) with modest time-based option grant (22,000 options; $13,402 FV), and small advisory-board stipend ($5,000 recognized of $10,000 annual rate); ownership primarily through options with <1% stake—moderate alignment given early-stage biotech norms .
- Potential conflicts/related-party exposure: No related-party transactions disclosed involving Onetto; however, she receives separate compensation as Chair of the Development Advisory Board ($10,000/year), which is immaterial and the board still deems her independent -.
- Committee evolution: R&D Committee (previously chaired by Onetto) dissolved in June 2024; current focus on governance via nominating committee suggests appropriate redeployment of expertise post-pipeline prioritization .
- Board leadership: Independent, non-executive Chair structure strengthens oversight of management, a positive governance signal .
RED FLAGS
- Additional paid role (Development Advisory Board Chair, $10,000/year) introduces a minor non-board compensation stream; monitor to ensure ongoing independence and that advisory scope does not blur oversight lines (board has explicitly maintained independence) .
Positive signals
- Independence affirmed; strong domain expertise on key risk areas; adequate attendance; hedging/pledging prohibitions; change-in-control equity treatment aligns incentives in strategic transactions .